Professional Services and Development Contract No. 1000003770
This Professional Services Contract (hereinafter the "Contract") entered into on
the 11th day of October, 2001 by and between Preferred Voice, Inc., a Delaware
corporation with its principal place of business at 0000 Xxxxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxx, XX 00000 (hereinafter referred to as "PVI" or "VENDOR") and
VeriSign, Inc., a Delaware corporation with its principal place of business at
0000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000 (hereinafter referred to as
"VeriSign").
WHEREAS, VeriSign desires to utilize the professional services of VENDOR and
VENDOR desires to provide those services.
NOW, THEREFORE in consideration of the mutual covenants and obligations
contained herein VENDOR and the VeriSign do mutually agree as follows:
I . DEFINITIONS
1.1 Deliverables - shall mean all Software, Documentation, and
other materials developed for or delivered to VeriSign by PVI
under this Agreement.
1.2 Derivative Work - shall mean a work that is based upon one or
more preexisting works, such as a revision, modification,
translation, abridgement, condensation, expansion, or any
other form in which such preexisting works may be recast,
transformed. or adapted, and which, if prepared without
authorization of the owner of the copyright in such
preexisting work, would constitute a copyright infringement.
For purposes hereof, a Derivative Work shall also include any
compilation that incorporates such a preexisting work.
1.3 Documentation - shall mean user manuals and other written
materials that relate to particular Software, including
materials useful for design (for example, logic manuals, flow
charts, and principles of operation).
1.4 Intellectual Property Rights - shall mean all rights, title,
and interest in, to, and under any and all: (i) registered and
unregistered copyrights and trademarks; (ii) patents, patent
applications, and patentable ideas and/or improvements; (iii)
trade secrets, proprietary information, and know-how; (iv)
license rights relating to intangible property, and any other
proprietary rights; and (v) all divisions, continuations,
reissues, renewals, and extensions thereof now existing or
hereafter filed, issued, or acquired.
1.5 Pre-existing Work - shall mean all software, hardware and
development methods existing and owned prior to the Effective
Date of this Agreement and shall include, for VENDOR, regional
databases developed by VENDOR used in connection with the PVI
Business Connect System, and for VeriSign, the Global Voice
Registry System.
1.6 PVI Business Connect System - refers to the system used by PV1
to deliver Preferred Voice business connect services pursuant
to Task Order 1 of the Statement of Work, attached hereto as
Exhibit A.
1.7 VeriSign Voice Registry System - refers individually and
collectively to all of the databases, servers, equipment,
software, protocols, system architecture and design,
specifications, templates, documents, rules and methodologies
that comprise the system developed by VeriSign to provide a
service the voice registry service that enables voice carriers
(both wireless and landline) to offer voice dialing services
to consumers.
2. PERFORMANCE
The parties acknowledge that VENDOR is an independent contractor and
not an employee of VeriSign. VENDOR, acting as an independent
contractor and not as an agent, representative, or employee of
VeriSign, shall hire, pay and provide the necessary personnel and shall
otherwise do all things necessary or incident to provide professional
services as more specifically outlined in the Statement of Work, which
is attached hereto as Exhibit A and incorporated herein by reference.
VeriSign assumes no liability or responsibility for VENDOR personnel.
VENDOR will: (i) ensure it and its personnel are in compliance with all
laws, regulations, ordinances and licensing requirements; (ii) be
responsible for the supervision, control, compensation, withholdings,
health and safety of VENDOR personnel; (iii) ensure VENDOR personnel
performing any services hereunder on VeriSign's premises comply with
any VeriSign "on premises guidelines" as the same may be provided to
VENDOR from time to time; and (iv) inform VeriSign if a former employee
of VeriSign will be assigned work under this Contract, such assignment
subject to VeriSign approval.
VENDOR (and its agent(s) and/or employee(s), if any) hereto agrees and
acknowledges that it is not entitled to participate in any of the
benefit plans or programs that VeriSign now or hereafter maintains for
its employees, including, but not limited to, VeriSign's employee stock
purchase plan and stock incentive plan ("Stock Plans"). In the event
that any state or federal court, or any local, state or federal
government agency, division or other related government entity, shall
determine that VENDOR (and its agent(s) and/or employee(s), if any) is
considered an employee or common law employee of VeriSign, or if for
any reasons VENDOR (and its agent(s) and/or employee(s), if any) were
to become eligible to participate in any VeriSign sponsored benefit
plans or programs, VENDOR (and its agent(s) and/or employee(s), if any)
waives any right to participate, either retrospectively or
prospectively, in VeriSign sponsored benefit plans or programs
including, but not limited to, the Stock Plans. This waiver of any
right to participate in VeriSign sponsored employee benefit programs
represents a material component of the terms and compensation agreed to
by these parties and is not in any way conditioned on any
representation or assumption concerning status of VENDOR (and its
agent(s) and/or employee(s), if any) with respect to VeriSign as
employee, common law employee, consultant, independent contractor or
temporary employee.
3. TERM OF CONTRACT
The term of this Contract shall commence on the date of execution of
the Contract by the final party hereto and shall continue in full force
and effect through September 19, 2002, unless sooner terminated as
provided herein. This Contract may be extended by mutual agreement of
the parties.
4. TYPE OF CONTRACT
Fixed Price
5. CONTRACT AMOUNT
The funded amount of this Contract is $ 0.00. Funding will be
established by individual Task Order. VENDOR is not obligated to incur
expenses or make commitments in excess of the amount stated in each
Task Order, and VeriSign is not obligated to compensate VENDOR beyond
the amount stated on each Task Order.
6. COMPENSATION AND INVOICING
Following the initial payment, VENDOR shall submit timely invoices not
more frequently than once a month and upon VeriSign's acceptance of all
deliverables, if applicable.
VENDOR shall submit invoices to:
VeriSign, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Accounts Payable
Invoices shall reference the Contract number. 1000003770
7. PAYMENTS
Payments will be made by VeriSign as outlined in Attachment I with the
initial payment due upon agreement execution. and all subsequent
payments due within 10 days after receipt of a correct invoice from
VENDOR. Payments to VENDOR shall be sent to the remittance address set
forth on VENDOR's invoice.
8. INSURANCE.
Without prejudice to VENDOR's liability to indemnify VeriSign as stated
in the INDEMNIFICATION provision of this Contract, VENDOR shall
procure, at its expense, and maintain for the duration of the Contract
the insurance policies described below with financially responsible
insurance companies,, with policy limits not less than those indicated
below. Notwithstanding any provision contained herein, the VENDOR, and
its employees, agents, representatives, consultants and lower-tier
subcontractors and suppliers, are not insured by VeriSign, and are not
covered under any policy of insurance that VeriSign has obtained or has
in place.
Special Provisions Applicable to VENDOR's Insurance coverage:
8.1 Additional Insured - VENDOR shall have all policies,
except Workers' Compensation, endorsed to name
VeriSign as an Additional Insured with respect to the
work to be performed by the VENDOR.
8.2 Deductibles - Subject to the reasonable review and
approval of VeriSign, VENDOR may arrange deductibles
or self-insured retention as part of the required
insurance coverage. However, it is expressly agreed
that all deductibles or self-insured retention's are
the sole responsibility of the VENDOR.
8.3 Adequacy of Insurance Limits - The insurance coverage
limits stated below are minimum coverage
requirements, not limits of liability, and shall not
be construed in any way as VeriSign's acceptance of
responsibility of the VENDOR.
8.4 Certificates of Insurance - Prior to commencement of
any work under this Basic Ordering Agreement , the
VENDOR shall furnish VeriSign with Certificates of
Insurance, in a format acceptable to VeriSign.
evidencing the insurance coverage required in this
Contract and containing the following information:
o Identify VeriSign as an "Additional Insured"
with respect to all policies except Workers'
Compensation and employers' liability.
o State that the underwriters of the pertinent
policies agree to provide VeriSign with at
least 30 days prior written notice of any
cancellation or material change in the
coverage.
COVERAGE
(a) Workers' Compensation - Insurance for
statutory obligations imposed by law
including, where applicable, coverage under
United States Longshoremen's and Harbor
Workers' Act and Xxxxx Act. (if applicable,
Defense Base Act for those employees working
on a U.S. Military installation outside of
the United States).
(b) Employers Liability - Insurance with limits
of $1,000,000 for bodily injury by accident
and $1,000,000 for bodily injury by disease,
including, if applicable, maritime coverage
endorsement.
(c) Commercial General Liability - (Standard ISO
occurrence form) - including products and
completed operations coverage, full fire
legal liability and contractual liability,
with a per occurrence limit of $1,000,000.
(d) Business Auto Liability - Coverage for
bodily injury and property damage liability
for all owned, hired or non-owned vehicles,
with an each accident limit of $1,000,000.
9. PROPRIETARY RIGHTS.
9.1 Ownership of Deliverables. Except as otherwise provided
herein, VeriSign shall own all Deliverables and all elements
thereof including, without limitation, revisions, enhancements
and updates thereto, forms, images, audiovisual displays,
text, and Software (in electronic or other documentary form) -
made in the course of this Agreement, and all such material
shall be considered work made for hire for VeriSign under
United States copyright law (17 U.S.C. Section 101 et. seq.).
VeriSign shall exclusively own all United States and
international copyrights and all other Intellectual Property
Rights in all elements of Deliverables. Excluding any Software
owned by PVI, as set forth in section 9.2 and 9.3, PVI shall
deliver software in source and object form. PVI shall have the
full and complete responsibility to obtain any rights,
licenses, clearances, releases or other permissions
incorporated into the Deliverables as contemplated by this
Agreement. VeriSign shall own the Global Voice Registry System
and PVI shall have no right, title or interest in or to same.
9.1.1 Vesting of Rights. To the extent that title to any
portion of the Deliverables contemplated by section
9.1 above may not, by operation of law, vest in
VeriSign or such work(s) may not be considered works
made for hire, all rights, title and interest therein
are hereby irrevocably assigned to VeriSign. All
materials so assigned shall belong exclusively to
VeriSign, and VeriSign shall have the right to obtain
and to hold in its own name, copyrights,
registrations, or such other protection as may be
appropriate to the subject matter, and any extensions
and renewals thereof. PVI shall give VeriSign and any
person designated by VeriSign such reasonable
assistance, at VeriSign's expense, as may be required
to perfect the rights defined in this paragraph.
9.2 Ownership of the PVI Business Connect System. PVI shall own
the PVI Business Connect System and all elements thereof
including, without limitation, revisions, enhancements and
updates thereto, forms, images. audiovisual displays, text,
and Software (in electronic or other documentary form). PVI
shall exclusively own all United States and international
copyrights and all other Intellectual Property Rights in all
elements of the PVI Business Connect System.
9.3 Pre-existing Works. The Parties shall each own their
Pre-existing Works. In the event that any Deliverable
constitutes either a Pre-existing Work or a Derivative Work of
any Pre-existing Work, PVI shall disclose this fact in writing
to VeriSign, together with a description of (1) the nature of
such Pre-existing Work (2) its owner (3) any restrictions or
royalty terms applicable to PVI's use of such Pre-existing
Work or VeriSign's exploitation of the Deliverable as a
Derivative Work thereof, and (4) the source of PVI's authority
to employ the Pre-existing Work in the preparation of the
Deliverable.
9.4 Grant of License.
----------------
9.4.1 PVI Grant. PVI hereby grants to VeriSign a: (a)
perpetual, non-exclusive, royalty-free, irrevocable,
worldwide right and license for VeriSign to use,
execute, and display all or part of the PVI Busienss
Connect System as incorporated into any Deliverable-,
and (b) a non-exclusive right to reproduce and use
Documentation provided by PVI which is related to the
PVI Business Connect System for purposes of
facilitating VeriSign's permitted uses of such
system; (c) regional databases developed by PVI for
use, in connection with the PVI Business Connect
System, provided, however, that VeriSign will not
allow the disclosure of the complete database to any
third party, unless such third party has agreed in
writing to maintain the confidentiality of the
database. PVI further grants to VeriSign a perpetual,
non-exclusive, irrevocable, and royalty-free
worldwide right and license to use any PVI's
Intellectual Property to the extent provided by PVI
and required for VeriSign to exploit the Deliverables
and exercise its full - rights in the Deliverables.
9.4.2 VeriSign Grant. VeriSign hereby grants to PVI a
world-wide, royalty-free, non-exclusive license to
use any Deliverable solely for purposes of product
awareness, marketing and general promotion of the
Business Connect/GVR service.
9.5 Third Party Works. To the extent PVI uses or otherwise
incorporates third party software or works ("Third Party
Works") in the Deliverables, PVI shall cause VeriSign to have
and obtain the perpetual, irrevocable, nonexclusive,
worldwide, royalty-free right and license to (1) use, execute,
reproduce, display, perform, distribute internally or
externally, sell copies of, and prepare Derivative Works based
upon the Third Party Work, and (2) authorize or sublicense
others from time to time to do any or all of the foregoing. In
the event that any portion of any Deliverable includes a Third
Party Work for which PVI cannot grant to VeriSign the rights
set forth in this section. PVI shall specify in an exhibit to
this Agreement, executed in writing by both parties: (i) the
nature of the such Third Party Work; (ii) its owner, (iii) any
restrictions or royalty terms applicable to PVI's or
VeriSign's use of such Third Party Work; (iv) the source of
PVI's authority to employ the Third Party Work in preparation
of such Deliverable; and (v) a copy of the documents granting
or authorizing PVI's use of the Third Party Work for purposes
of this Agreement.
9.6 Inventions
9.6.1 Invention Defined. An "Invention" shall mean any
idea, design, concept, technique, invention,
discovery or improvement, whether or not patentable,
made either (i) solely or jointly by PVI and/or PVI's
employees; or (ii) jointly by PVI and/or PVI's
employees with one or more employees of VeriSign, to
the extent any of the foregoing is (a) conceived or
reduced to practice during the term of this Agreement
and in the performance of any work under any
Statement of Work; (b) is included in any
Deliverable; and (c) is not wholly embodied in the
PVI Business Connect System.
9.6.2 Vesting of Rights. PVI hereby assigns to VeriSign all
Inventions, together with the right to seek
protection by obtaining patent rights therefore and
to claim all rights or priority thereunder, and the
same shall become and remain the VeriSign's property
whether or not such protection is sought. PVI shall
promptly make a complete written disclosure to
VeriSign of each Invention not otherwise clearly
disclosed to VeriSign in the pertinent Deliverables,
specifically pointing out features or concepts that
PVI believes to be new or different. PVI shall, upon
VeriSign's request and at VeriSign's expense, cause
patent applications to be filed thereon, through
solicitors designated by VeriSign, and shall
forthwith sign all such applications over to
VeriSign, its successors, and assigns. PVI shall give
VeriSign and its solicitors at VeriSign's expense all
reasonable assistance in connection with the
preparation and prosecution of any such patent
applications and shall cause to be executed all such
assignments or other instruments or documents as
VeriSign may reasonably consider necessary or
appropriate for such purposes.
9.6.3 Inventions Disclosure. VENDOR agrees to communicate
and disclose promptly to VeriSign all Inventions
conceived of or reduced to practice within the scope
of this agreement as well as any Inventions related
to this product conceived of or reduced to practice
during the one year immediately following the
termination of this Agreement. VENDOR agrees to
safeguard the confidentiality and proprietary nature
of any and all such Inventions in the same manner as
that prescribed in Paragraph 23 herein.
9.7 Avoidance of Infringement. In performing services under this
Agreement, PVI, in its normal course of business, agrees to
avoid designing or developing any item that infringes one or
more patents or other intellectual property rights of any
third party. If PVI becomes aware of any such possible
infringement in the course of performing work under Statement
of Work, PVI shall immediately notify VeriSign in writing.
9.8 Subcontractors. PVI may use independent contractors or
subcontractors to perform hereunder, provided, however, if PVI
uses any such third parties: (a) PVI must first enter a
written agreement with each third party requiring that third
party to comply with the terms of this Agreement, including
the confidentiality provisions set forth herein; (b) PVI must
first obtain VeriSign's written consent, which consent may not
be unreasonably withheld or delayed; and (c) PVI must remain
responsible for all obligations, rights and liability
hereunder.
10. ORGANIZATIONAL CONFLICT OF INTEREST (OCI)
VeriSign has recently reorganized into separate business units. One
business unit, the Registry, operates under agreements with the
Department of Commerce and the Internet Corporation for Assigned Names
and Numbers (ICANN). Another business unit, the Registrar, is one of
several customers of the Registry. It is imperative that the Registrar
business unit does not gain access to sensitive Registry information
that would give it an unfair advantage over other Registry customers.
Vendor is hereby notified that the opportunity for an organizational
conflict of interest (OCI) exists in the performance of work under this
contract. Consequently, if the, work under this contract is for the
Registry business unit, or may otherwise provide Vendor with access to
Registry sensitive information, each individual vendor representative,
subcontractor, and employee that has access to information or work
product under this Contract or that has access to VeriSign facilities
under this contract, shall be required to attend an OCI training
session provided by VeriSign. Individuals will be asked to certify
their understanding of the potential for conflict of interest and they
must comply with VeriSign policies and procedures concerning such.
11. CHANGES
11.1 In recognition of the likelihood that the fundamental nature of
the work to be accomplished under this Contract may involve
changes from time to time in VeriSign project needs and
requirements, the parties hereby agree that VeriSign may by
written direction, at any time during the course of any
project, make changes in any one or more of the following
items:
11.1.1 The statement of work, descriptions, or specifications
for the services, deliverables or other documents to be
furnished under the Contract; or
11.1.2 The times or places of performance or delivery of the
services, deliverables or other documents to be provided under
the Contract.
11.1.3 If any such change(s) cause an increase or decrease in
the price of the Contract or require the disposition of
additional intellectual prop" rights, or the time required for
the performance of any part of the work to be accomplished
thereunder, whether or not such work is specifically identified
in VeriSign's written change direction ("Change Order"), then
the price, delivery schedules and other affected provision, if
any, as applicable, shall be equitably adjusted and the
Contract shall be modified in writing by both parties
accordingly.
11.1.4 Upon receipt of VeriSign's written change direction,
VENDOR shall submit its written proposal to VeriSign within 10
working days after receipt of VeriSign's change order for an
equitable adjustment to the ceiling price, delivery schedules
and any other affected items, as applicable. VENDOR's shall not
proceed with the change order until directed by VeriSign to do
so.
after receipt of VeriSign's change order for an equitable
adjustment to the ceiling price, delivery schedules and any
other affected items, as applicable. VENDOR's shall not
proceed with the change order until directed by VeriSign to do
so.
11.1.5 Any proposal for an equitable adjustment shall describe
or otherwise identify the nature, facts and circumstances
constituting the change; the particular elements of contract
performance for which VENDOR is seeking an equitable
adjustment due to the changed requirements; and VENDOR's
proposed equitable adjustment to the Contract ceiling price,
delivery schedules and other provisions affected by the
change.
11.1.6 The term "equitable adjustment" as used in this clause,
means a fair and reasonable adjustment under the facts and
circumstances of the particular situation, in the Contract
price, delivery schedules and/or any other Contract provisions
that are altered by the change, as applicable, plus the cost
of any work, deliverables or other project requirements that
will be added or deleted in connection with the change. The
term "equitable adjustment" in this context includes the costs
of, and a reasonable profit for, the changed
work/requirements, including the associated engineering,
testing, project management and documentation.
11.1.7 VENDOR and VeriSign personnel assigned to the project
shall use their best efforts to negotiate any proposed
equitable adjustments under this clause in a fair and
reasonable manner. In the event that they are unable to reach
mutual agreement after good faith negotiations, a period of
time not to exceed 15 calendar days, on the appropriate
equitable adjustment for one or more such changes, then the
matter shall be referred to the cognizant senior executive (or
his/her designee) of each party for appropriate resolution.
12. STOP WORK OMER
VeriSign may at anytime, by written order to VENDOR with ten (10) days
notice, require VENDOR to stop all, or any part, of the work called for
by this Contract for a period of up to thirty (30) days. Upon receipt
of such an order, VENDOR shall forthwith comply with its terms and take
all reasonable steps to minimize the incidence of costs allocable to
the work covered by the order during the period of work stoppage.
Within the thirty (30) day period or any extension of that period to
which the parties shall have agreed, VeriSign shall either (i) cancel
the stop work order; or (ii) terminate the work covered by such order
If a stop work order is canceled in writing, VENDOR shall resume work.
If the period of the order or any extension thereto merely expires,
VENDOR shall contact VeriSign and ask for directions before resuming
work or treating the silence as a termination for convenience.
13. ACCEPTANCE
Any reports, deliverables, or other data submitted for VeriSign's
approval shall be approved or disapproved, in writing within ten (10)
business days after VeriSign's receipt.
14. INDEMNIFICATION
VENDOR and VeriSign agree to defend, indemnify and hold each other and
their affiliates harmless from any and all liabilities, costs and
expenses, including reasonable attorney's fees, directly arising from;
(a) any material breach of the Contract by Indemnitor; (b) negligent
acts or omissions of the Indemnitor's officers, employees, agents or
contractors arising out of its performance of die Contract; and (c) any
claims for infringement of copyrights, trademarks, patents or other
proprietary rights arising out of or related to Indemnitee's
obligations under the Contract. Notwithstanding the foregoing, VENDOR
identifies that it enjoys a license to use several third party patents
and that under the terms of that license, VENDOR may perform the work
set forth under this Agreement. The patent licenses do not transfer to
VeriSign independently of VENDOR and, in the event that this Agreement
terminates, VENDOR shall not be obligated to indemnify VeriSign -with
respect to infringement actions based on VeriSign's unlicensed use, of
such patents.
15. FORCEMAJEURE
VENDOR shall not be liable for any default or delay in the performance
of its obligations hereunder if and to the extent such default or delay
is caused, directly or indirectly, by: fire, flood, earthquake,
elements of nature or acts of God; or any other similar cause beyond
the reasonable control of VENDOR (collectively referred to herein as
"Force Majeure"). Except as provided elsewhere, if VENDOR is so delayed
in its performance, it shall promptly notify VeriSign. VENDOR shall use
its reasonable efforts to minimize the duration and consequences of any
delay or failure of performance resulting from a Force Majeure event.
16. TERMINATION
16.1 Convenience: Either party may terminate the Contract
without Default or Cause at any time upon thirty days written
notice to the other Party. However, the Party seeking the
termination under this section shall be responsible for all
obligations up through the date of the termination.
16.2 Default: Upon failure or neglect to comply with any of
the terms of this Contract if same is not corrected by the
breaching party within ten (10) calendar days of such party's
receipt of written demand to correct from the non-breaching
party, then the non-breaching party may terminate this
Contract by giving seven (7) calendar days notice to the other
party.
16.3 Insolvency: This Contract shall be automatically
terminated by giving written notice effective as of the date
thereof in the event either party ceases to do business in the
manner contemplated in this Contract; or, in the event that
either party is adjudicated bankruptor insolvent, or upon the
institution of any proceedings by or against it seeking
relief, reorganization or arrangement under any laws relating
to bankruptcy or insolvency, or uponany assignment for the
benefit of creditors: or upon the appointment of a receiver
liquidator, or trustee of any of its property or assists, or
upon the liquidation, dissolution, or winding up of its
business.
16.4 Effect of Termination: Termination of this Contract shall
not affect any proprietary data or confidentiality obligations
incurred under this Contract. In the event of termination for
convenience, VeriSign will reimburse VENDOR for services
rendered under this Contract prior to the effective date of
termination.
17. AUTHORIZED REPRESENTATIVE/NOTICES
The following individual is authorized to conduct negotiations and
administer the Contract for VeriSign and all information or required
notices shall be effective upon receipt by the following individual:
Xxxxxxx X. Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
The following individual is VeriSign's technical point of contact under the
Contract:
Xxxxx Xxxxxxx
Phone: (000) 000-0000
The following individual is authorized to conduct negotiations and administer
the Contract for VENDOR and VeriSign shall direct all notices and communications
to the following individual:
Xxx Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Ile following individual is VENDOR's technical point of contact under the
Contract:
Xxx Xxxxxx Phone: Fax:
18. GOVERNING LAW
This Contract shall be governed and construed in all respects in accordance with
the laws of the Cornmonwealth of Virginia. Both parties consent to the
non-exclusive jurisdiction and venue in the state courts located in Fairfax,
Virginia and the federal courts sitting in the eastern district of the
Commonwealth of Virginia.
19. ASSIGNMENT OF CONTRACT
This Contract may not be assigned, in whole or in pan, nor may any assignment of
any money due or to become due be made by VENDOR without in each case, the prior
written consent of VeriSign.
20. ENTIRE CONTRACT
This Contract, including Exhibits A and B, which are incorporated
herein by reference, constitutes the entire Contract between the
parties hereto relating to the subject matter hereof and supersedes all
prior oral and written and all contemporaneous oral negotiations,
commitments and understandings of the parties.
2 1. MODEFICATIONS
Except as hereinafter provided, this Contract may not be changed or
amended except by a writing executed by both parties.
22. WAIVER
No delay or failure by either party to exercise or enforce at any time
any right or provision of the Contract shall be considered a waiver
thereof or of such party's right thereafter to exercise or enforce each
and every right and provision of the Contract. A waiver to be valid
shall be in writing, but need not be supported by consideration shall
constitute a continuing or subsequent waiver.
23. LEGAL EFFECT
If any provision of this Contract shall be held illegal, invalid or
unenforceable, in whole or in part, such provision shall be modified to
the minimum extent necessary to make it legal, valid and enforceable,
and the legality, validity and enforceability of the remaining
provisions are not affected thereby.
24. CONFIDENTIAL
Each party acknowledges that in the course of performing its
obligations it will receive information, which is confidential and
proprietary to the other. Each party agrees to protect such information
in accordance with the terms of the Non-Disclosure Agreement, which is
appended hereto as Exhibit B and incorporated herein by reference.
In witness hereof, the parties hereto have accepted and executed this Contract
as of the latest date noted below.
VENDOR VERISIGN, INC.
----------------------------------- -----------------------------------
Xxx Xxxxxx, Vice President Marketing Xxxxxxx X. Xxxxxx, Contracts
Administrator
Date: __________________________ Date:_______________________________
EXHIBIT B
VERISIGN NDA
